REGISTERED NUMBER: 07861410 (England and Wales)

Bostonair Group Limited

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31st December 2024

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Consolidated Statement of Comprehensive Income

9

Consolidated Balance Sheet

11

Company Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Company Statement of Changes in Equity

14

Consolidated Cash Flow Statement

15

Notes to the Consolidated Cash Flow Statement

16

Notes to the Consolidated Financial Statements

18

DIRECTORS:

M N Parkes

A W Sumner

REGISTERED OFFICE:

Norwood House

Norwood

Beverley

East Yorkshire

HU17 9ET

REGISTERED NUMBER:

07861410 (England and Wales)

AUDITORS:

Smailes Goldie

Chartered Accountants

Statutory Auditor

Regent's Court

Princess Street

Hull

East Yorkshire

HU2 8BA

The directors present their strategic report of the company and the group for the year ended 31st December 2024.

REVIEW OF BUSINESS

The Group's key activities are in the supply of technical services, manpower and training to the aviation industry. The company has operations in the UK and Europe.

The Directors review the strategic plan for the Group on a quarterly basis whilst at the same time monitoring key KPIs against the current year plan. We have continued to expand our offering of technical personnel, training and compliance services to the aviation industry throughout 2024.

The Group continues to simplify and consolidate its operations, allowing best in class customer service. Bostonair Australia Pty Limited will pursue a voluntary deregistration in 2025. following a year of commercial challenges in that market.

The key performance indicators of the group are turnover and gross profit. Turnover for the year ended 31 December 2024 was £ 12,107,689 (2023 £15,324,922). Gross Profit for the same period was £ 3,808,980 (2023 £3,380,825). The directors consider the results for the year are satisfactory and are confident that turnover and gross margins will continue to increase in the future.

PRINCIPAL RISKS AND UNCERTAINTIES

The management and execution of the group's strategy is subject to a number of risks. The principal business risks and uncertainties affecting the group are considered to include the recoverability of trade debtors and the impact slow payment has on cash flow. An additional risk to the business relates to exchange rate fluctuations as the business predominantly operates in countries that have Euro as their local currency. The group tries to mitigate this risk by invoicing customers in Euro where many of the related costs are incurred in Euros.

The group's operations expose it to a variety of financial risks that include exchange rate risk, credit risk, liquidity risk and interest rate risk. The group has in place a risk management program which seeks to limit adverse effects on the financial performance of the group.

ON BEHALF OF THE BOARD:

A W Sumner - Director

4th April 2025

The directors present their report with the financial statements of the company and the group for the year ended 31st December 2024.

DIVIDENDS

The directors recommended and approved a dividend in the year.

DIRECTORS

The directors shown below have held office during the whole of the period from 1st January 2024 to the date of this report.

M N Parkes

A W Sumner

FINANCIAL INSTRUMENTS

The company is exposed to foreign exchange rate risk as a result of its overseas operations. The company aims to minimise the effect of the foreign exchange rate risk by having the direct expenses on contracts in the same currency as the income is generated. In addition the company carefully monitors exchange rates to ensure that movements of funds between currencies are at the most favourable rates available at the time.

CREDIT RISK

The company has implemented policies whereby it constantly monitors the creditworthiness of its customers. Credit control meetings are held regularly and there has been no material change in debtors' days.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Smailes Goldie, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

A W Sumner - Director

4th April 2025

Opinion

We have audited the financial statements of Bostonair Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31st December 2024 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31st December 2024 and of the group's profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, tax legislation, data protection, anti-bribery, employment, environmental and health and safety legislation. An understanding of these laws and regulations and the extent of compliance was obtained through discussion with management and inspecting legal and regulatory correspondence.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by making enquiries of management and considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

-

performed analytical procedures to identify any unusual or unexpected relationships;

-

tested journal entries to identify unusual transactions;

-

assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

-

investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

-

agreeing financial statement disclosures to underlying supporting documentation;

-

reading the minutes of meetings of those charged with governance;

-

enquiring of management as to actual and potential litigation and claims.

Due to the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission, or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Matthew Fox FCCA (Senior Statutory Auditor)

for and on behalf of Smailes Goldie

Chartered Accountants

Statutory Auditor

Regent's Court

Princess Street

Hull

East Yorkshire

HU2 8BA

9th April 2025

TURNOVER

4

12,107,689

-

12,107,689

Cost of sales

(8,298,709

)

-

(8,298,709

)

GROSS PROFIT

3,808,980

-

3,808,980

Administrative expenses

(3,015,942

)

-

(3,015,942

)

793,038

-

793,038

Other operating income

73,113

-

73,113

OPERATING PROFIT

6

866,151

-

866,151

Interest receivable and similar income

14,088

-

14,088

Interest payable and similar expenses

8

49,611

-

49,611

PROFIT BEFORE TAXATION

929,850

-

929,850

Tax on profit

9

(291,399

)

-

(291,399

)

PROFIT FOR THE FINANCIAL YEAR

638,451

-

638,451

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

638,451

Profit attributable to:

Owners of the parent

637,151

Non-controlling interests

1,300

638,451

Total comprehensive income attributable to:

Owners of the parent

637,151

Non-controlling interests

1,300

638,451

TURNOVER

4

13,367,480

1,957,442

15,324,922

Cost of sales

(10,613,884

)

(1,330,213

)

(11,944,097

)

GROSS PROFIT

2,753,596

627,229

3,380,825

Administrative expenses

(2,163,780

)

(520,375

)

(2,684,155

)

589,816

106,854

696,670

Other operating income

89,854

-

89,854

OPERATING PROFIT

6

679,670

106,854

786,524

Loss on disposal of interest

in subsidiary

7

(163,250

)

-

(163,250

)

516,420

106,854

623,274

Interest receivable and similar income

22,565

-

22,565

Interest payable and similar expenses

8

16,386

-

16,386

PROFIT BEFORE TAXATION

555,371

106,854

662,225

Tax on profit

9

(230,825

)

-

(230,825

)

PROFIT FOR THE FINANCIAL YEAR

324,546

106,854

431,400

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

431,400

Profit attributable to:

Owners of the parent

362,458

Non-controlling interests

68,942

431,400

Total comprehensive income attributable to:

Owners of the parent

362,458

Non-controlling interests

68,942

431,400

FIXED ASSETS

Intangible assets

12

156,240

77,303

Tangible assets

13

1,336,834

1,355,211

Investments

14

-

-

1,493,074

1,432,514

CURRENT ASSETS

Debtors

15

3,405,552

3,220,994

Cash at bank and in hand

3,006,419

2,628,277

6,411,971

5,849,271

CREDITORS

Amounts falling due within one year

16

1,649,813

1,427,170

NET CURRENT ASSETS

4,762,158

4,422,101

TOTAL ASSETS LESS CURRENT LIABILITIES

6,255,232

5,854,615

CREDITORS

Amounts falling due after more than one year

17

(74,275

)

(119,181

)

PROVISIONS FOR LIABILITIES

20

(36,964

)

(39,351

)

NET ASSETS

6,143,993

5,696,083

CAPITAL AND RESERVES

Called up share capital

21

96,629

96,629

Other reserves

297,813

297,813

Employee Benefit Trust reserve

(1,157,075

)

(1,157,075

)

Retained earnings

6,797,658

6,276,048

SHAREHOLDERS' FUNDS

6,035,025

5,513,415

NON-CONTROLLING INTERESTS

22

108,968

182,668

TOTAL EQUITY

6,143,993

5,696,083

The financial statements were approved by the Board of Directors and authorised for issue on 4th April 2025 and were signed on its behalf by:

A W Sumner - Director

FIXED ASSETS

Intangible assets

12

122,706

38,180

Tangible assets

13

1,336,836

1,354,582

Investments

14

28,270

28,270

1,487,812

1,421,032

CURRENT ASSETS

Debtors

15

2,509,903

2,750,868

Cash at bank and in hand

2,258,969

1,670,219

4,768,872

4,421,087

CREDITORS

Amounts falling due within one year

16

695,213

718,820

NET CURRENT ASSETS

4,073,659

3,702,267

TOTAL ASSETS LESS CURRENT LIABILITIES

5,561,471

5,123,299

CREDITORS

Amounts falling due after more than one year

17

(74,275

)

(119,181

)

PROVISIONS FOR LIABILITIES

20

(37,499

)

(40,004

)

NET ASSETS

5,449,697

4,964,114

CAPITAL AND RESERVES

Called up share capital

21

96,629

96,629

Employee Benefit Trust reserve

(1,157,075

)

(1,157,075

)

Retained earnings

6,510,143

6,024,560

SHAREHOLDERS' FUNDS

5,449,697

4,964,114

Company's profit for the financial year

601,124

286,908

The financial statements were approved by the Board of Directors and authorised for issue on 4th April 2025 and were signed on its behalf by:

A W Sumner - Director

Called up

share

Retained

Other

capital

earnings

reserves

£

£

£

Balance at 1st January 2023

96,629

6,078,448

297,813

Changes in equity

Dividends

-

(164,858

)

-

Total comprehensive income

-

362,458

-

Balance at 31st December 2023

96,629

6,276,048

297,813

Changes in equity

Dividends

-

(115,541

)

-

Total comprehensive income

-

637,151

-

Balance at 31st December 2024

96,629

6,797,658

297,813

Employee

Benefit

Trust

Non-controlling

Total

reserve

Total

interests

equity

£

£

£

£

Balance at 1st January 2023

(1,157,075

)

5,315,815

121,595

5,437,410

Changes in equity

Dividends

-

(164,858

)

-

(164,858

)

Total comprehensive income

-

362,458

68,942

431,400

On acquisition of subsidiary

-

-

12,477

12,477

On sale of subsidiary

-

-

(20,346

)

(20,346

)

Balance at 31st December 2023

(1,157,075

)

5,513,415

182,668

5,696,083

Changes in equity

Dividends

-

(115,541

)

(75,000

)

(190,541

)

Total comprehensive income

-

637,151

1,300

638,451

Balance at 31st December 2024

(1,157,075

)

6,035,025

108,968

6,143,993

Employee

Called up

Benefit

share

Retained

Trust

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1st January 2023

96,629

5,902,510

(1,157,075

)

4,842,064

Changes in equity

Dividends

-

(164,858

)

-

(164,858

)

Total comprehensive income

-

286,908

-

286,908

Balance at 31st December 2023

96,629

6,024,560

(1,157,075

)

4,964,114

Changes in equity

Dividends

-

(115,541

)

-

(115,541

)

Total comprehensive income

-

601,124

-

601,124

Balance at 31st December 2024

96,629

6,510,143

(1,157,075

)

5,449,697

Cash flows from operating activities

Cash generated from operations

1

1,014,518

696,917

Interest paid

49,611

16,386

Tax paid

(346,574

)

(117,806

)

Net cash from operating activities

717,555

595,497

Cash flows from investing activities

Purchase of intangible fixed assets

(105,000

)

(29,780

)

Purchase of tangible fixed assets

(14,476

)

(11,238

)

Sale of intangible fixed assets

-

(19,879

)

Sale of tangible fixed assets

-

119

Payments to Minority Interest

(75,000

)

-

Interest received

14,088

22,565

Net cash from investing activities

(180,388

)

(38,213

)

Cash flows from financing activities

Loan repayments in year

(78,599

)

(107,467

)

Repayment of finance lease liabilities

35,000

-

Equity dividends paid

(115,541

)

(164,858

)

Net cash from financing activities

(159,140

)

(272,325

)

Increase in cash and cash equivalents

378,027

284,959

Cash and cash equivalents at beginning of year

2

2,628,277

2,343,318

Cash and cash equivalents at end of year

2

3,006,304

2,628,277

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024

2023

£

£

Profit before taxation

929,850

662,225

Depreciation charges

58,285

41,014

Loss on disposal of fixed assets

631

-

Finance costs

(49,611

)

(16,386

)

Finance income

(14,088

)

(22,565

)

925,067

664,288

Decrease in stocks

-

2,655

(Increase)/decrease in trade and other debtors

(184,558

)

512,166

Increase/(decrease) in trade and other creditors

274,009

(482,192

)

Cash generated from operations

1,014,518

696,917

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31st December 2024

31/12/24

1/1/24

£

£

Cash and cash equivalents

3,006,419

2,628,277

Bank overdrafts

(115

)

-

3,006,304

2,628,277

Year ended 31st December 2023

31/12/23

1/1/23

£

£

Cash and cash equivalents

2,628,277

2,343,318